EATON CORP
FORM 144
(Report of proposed sale of securities)
Filed 2/18/2005
Address
EATON CTR 1111 SUPERIOR AVE
CLEVELAND, Ohio 44114-2584
Telephone
216-523-5000
CIK
0000031277
Industry
Misc. Capital Goods
Sector
Capital Goods
Fiscal Year
12/31
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SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION:
Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or
executing a sale directly with a market maker.
1(a) Name of Issuer
Eaton Corporation
(d)
(b) IRS Ident. No.
(c) S.E.C. File No.
34-0196300
1-1396
Address of Issuer
(e) Telephone
Eaton Center 1111 Superior Avenue
Cleveland , OH
(Street)
(City)
2(a) Name of Person For Whose Account the
Securities are to be Sold
(State)
44114
(Zip Code)
(b) IRS Ident. No.
(Area Code) (Number)
(c) Relationship to Issuer
Vice President - Strategic
Planning
Ken D. Semelsberger
(d)
216 523-5000
Address
Eaton Center 1111 Superior Avenue
Cleveland , OH
(Street)
(City)
INSTRUCTION:
(State)
44114
(Zip Code)
The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File
Number
(b)
Name and Address
of Each Broker
Through Whom the
Securities Are to be
Offered or Each
Market Maker Who
is Acquiring the Securities
3(a)
Title of the
Class of
Securities to
be Sold
Common Shares
SEC USE
ONLY
Broker-Dealer
File Number
Fidelity Investments 200 Liberty Street,
Mail Zone NJBD4 New York, NY 10281
(c)
Number of
Shares or Other
Units to be Sold
(See Instr. 3(c))
(d)
Aggregate
Market Value
(See Instr. 3(d))
(e)
Number of
Shares or Other
Units Outstanding
(See Instr. 3(e))
(f)
Approximate
Date of Sale
(Mo/Day/Yr)
(See Instr. 3(f))
(g)
Name of Each
Securities
Exchange
(See Instr. 3(g))
27,880
$1,938,217.60
151,900,000
2/22/2005
NYSE
INSTRUCTIONS:
1.
(a)
(b)
(c)
(d)
(e)
Name of issuer
Issuer’s I.R.S. Identification Number
Issuer’s S.E.C. file number, if any
Issuer’s address, including zip code
Issuer’s telephone number, including area code
2.
(a)
(b)
(c)
Name of person for whose account the securities are to be sold
Such person’s I.R.S. Identification number, if such person is an entity
Such person’s relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of
the foregoing)
Such person’s address, including zip code
(d)
3.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Title of the class of securities to be sold
Name and Address of each broker through whom the securities are intended to be sold
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the
most recent report or statement published by the issuer
Approximate date on which the securities are to be sold
Name of each securities exchange, if any, on which the securities are intended to be sold
Page 2
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of the Class
Common Shares
Date You
Acquired
2/22/2005
Nature of Acquisition
Transaction
Stock Option Exercise
Name of Person from
Whom Acquired
(if gift, also give
date donor acquired)
Eaton Corporation
Amount of
Securities
Acquired
Date of
Payment
27,880
2/22/2005
Nature of
Payment
Cash
INSTRUCTIONS:
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto
the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments
describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller
Title of Securities Sold
Page 3
Date of Sale
Amount of Securities Sold
Gross Proceeds
REMARKS:
INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is
to be given not only as to the person for whose account the securities are
to be sold but also as to all other persons included in that definition. In
addition, information shall be given as to sales by all persons whose sales
are required by paragraph (e) of Rule 144 to be aggregated with sales for
the account of the person filing this notice.
ATTENTION:
The person for whose account the securities to which this
notice relates are to be sold hereby represents by signing this
notice that he does not know any material adverse
information in regard to the current and prospective
operations of the issuer of the securities to be sold which has
not been publicly disclosed.
2/18/2005
/s/ Ken D. Semelsberger, by Claudia J. Taller as attorney-infact.
DATE OF NOTICE
(SIGNATURE)
The notice shall be signed by the persons for whose account the securities are to be sold.
At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
Page 4
End of Filing
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